Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Registrant Name | ROCKET INTERNET GROWTH OPPORTUNITIES CORP. | |
Entity Central Index Key | 0001844363 | |
Entity File Number | 001-40268 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | Boundary Hall | |
Entity Address, Address Line Two | Cricket Square | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | KY1-1102 | |
City Area Code | 345 | |
Local Phone Number | 815-5716 | |
Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | |
Trading Symbol | RKTAU | |
Security Exchange Name | NYSE | |
Redeemable Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | RKTAW | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 par value | |
Trading Symbol | RKTA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 26,700,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,675,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 420,949 | $ 904,957 |
Prepaid expense | 148,217 | 270,569 |
Total current assets | 569,166 | 1,175,526 |
Other Assets | 0 | 59,835 |
Investments held in Trust Account | 268,621,852 | 267,013,476 |
TOTAL ASSETS | 269,191,018 | 268,248,837 |
Current liabilities | ||
Accrued expenses | 537,803 | 381,140 |
Total current liabilities | 537,803 | 381,140 |
Deferred underwriting fee | 9,345,000 | 9,345,000 |
Warrant liabilities | 931,876 | 8,848,042 |
Total liabilities | 10,814,679 | 18,574,182 |
Commitments Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 26,700,000 shares at September 30, 2022 and December 31, 2021 (at redemption value of $10.00 per share) | 268,621,852 | 267,013,476 |
Shareholders' Deficit: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,246,181) | (17,339,489) |
Total Shareholders' Deficit | (10,245,513) | (17,338,821) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 269,191,018 | 268,248,837 |
Common Class A [Member] | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 26,700,000 shares at September 30, 2022 and December 31, 2021 (at redemption value of $10.00 per share) | 268,621,852 | 267,013,476 |
Shareholders' Deficit: | ||
Common stock, value | 0 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit: | ||
Common stock, value | $ 668 | $ 668 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity redemption price per share | $ 10 | |
Common Class A [Member] | ||
Temporary equity, shares subject to possible redemption | 26,700,000 | 26,700,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 0 | 0 |
Common stock, outstanding | 0 | 0 |
Shares subject to possible redemption | 26,700,000 | 26,700,000 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity redemption price per share | 10 | 10 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 6,675,000 | 6,675,000 |
Common stock, outstanding | 6,675,000 | 6,675,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Formation and operating costs | $ 351,576 | $ 170,820 | $ 346,242 | $ 822,858 |
Loss from operations | (351,576) | (170,820) | (346,242) | (822,858) |
Other income: | ||||
Interest earned on cash and marketable securities held in Trust Account | 1,207,352 | 4,102 | 8,413 | 1,608,376 |
Transaction costs allocable to warrants | 0 | 0 | (561,706) | |
Unrealized gain on fair value changes of warrants | 1,076,959 | 6,088,062 | 8,013,610 | 7,916,166 |
Total other income, net | 2,284,311 | 6,092,164 | 7,460,317 | 9,524,542 |
Net income | $ 1,932,735 | $ 5,921,344 | $ 7,114,075 | $ 8,701,684 |
Redeemable Class A ordinary shares [Member] | ||||
Other income: | ||||
Weighted average shares outstanding - Basic | 26,700,000 | 26,700,000 | 20,497,166 | 26,700,000 |
Weighted average shares outstanding - Diluted | 26,700,000 | 26,700,000 | 20,497,166 | 26,700,000 |
Basic net income per ordinary share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 |
Diluted net income per ordinary share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 |
Non-redeemable Class B ordinary shares [Member] | ||||
Other income: | ||||
Weighted average shares outstanding - Basic | 6,675,000 | 6,675,000 | 6,440,081 | 6,675,000 |
Weighted average shares outstanding - Diluted | 6,675,000 | 6,675,000 | 6,440,081 | 6,675,000 |
Basic net income per ordinary share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 |
Diluted net income per ordinary share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] |
Beginning Balance at Jan. 26, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning Balance , Shares at Jan. 26, 2021 | 0 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,281 | $ 719 | ||||
Issuance of Class B ordinary shares to Sponsor , Shares | 7,187,500 | ||||||
Remeasurement of Class A ordinary shares subject to possible redemption | (24,497,471) | (24,281) | (24,473,190) | ||||
Net income | (848,200) | (848,200) | |||||
Ending balance at Mar. 31, 2021 | (25,320,671) | 0 | (25,321,390) | $ 0 | $ 719 | ||
Ending balance , Shares at Mar. 31, 2021 | 0 | 7,187,500 | |||||
Beginning Balance at Jan. 26, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | ||
Beginning Balance , Shares at Jan. 26, 2021 | 0 | 0 | |||||
Net income | 7,114,075 | $ 7,114,076 | $ 7,114,076 | ||||
Ending balance at Sep. 30, 2021 | (17,358,396) | 0 | (17,359,064) | $ 0 | $ 668 | ||
Ending balance , Shares at Sep. 30, 2021 | 0 | 6,675,000 | |||||
Beginning Balance at Mar. 31, 2021 | (25,320,671) | 0 | (25,321,390) | $ 0 | $ 719 | ||
Beginning Balance , Shares at Mar. 31, 2021 | 0 | 7,187,500 | |||||
Issuance of Class B ordinary shares to Sponsor | 0 | 51 | $ (51) | ||||
Issuance of Class B ordinary shares to Sponsor , Shares | (512,500) | ||||||
Net income | 2,040,931 | 2,040,931 | |||||
Ending balance at Jun. 30, 2021 | (23,279,740) | 0 | (23,280,408) | $ 0 | $ 668 | ||
Ending balance , Shares at Jun. 30, 2021 | 0 | 6,675,000 | |||||
Net income | 5,921,344 | 5,921,344 | 5,921,345 | 5,921,345 | |||
Ending balance at Sep. 30, 2021 | (17,358,396) | 0 | (17,359,064) | $ 0 | $ 668 | ||
Ending balance , Shares at Sep. 30, 2021 | 0 | 6,675,000 | |||||
Beginning Balance at Dec. 31, 2021 | (17,338,821) | 0 | (17,339,489) | $ 0 | $ 668 | ||
Beginning Balance , Shares at Dec. 31, 2021 | 0 | 6,675,000 | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (21,792) | (21,792) | |||||
Net income | 4,198,393 | 4,198,393 | |||||
Ending balance at Mar. 31, 2022 | (13,162,220) | 0 | (13,162,888) | $ 0 | $ 668 | ||
Ending balance , Shares at Mar. 31, 2022 | 0 | 6,675,000 | |||||
Beginning Balance at Dec. 31, 2021 | (17,338,821) | 0 | (17,339,489) | $ 0 | $ 668 | ||
Beginning Balance , Shares at Dec. 31, 2021 | 0 | 6,675,000 | |||||
Net income | 8,701,684 | 8,701,684 | 8,701,684 | ||||
Ending balance at Sep. 30, 2022 | (10,245,513) | 0 | (10,246,181) | $ 0 | $ 668 | ||
Ending balance , Shares at Sep. 30, 2022 | 0 | 6,675,000 | |||||
Beginning Balance at Mar. 31, 2022 | (13,162,220) | 0 | (13,162,888) | $ 0 | $ 668 | ||
Beginning Balance , Shares at Mar. 31, 2022 | 0 | 6,675,000 | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (379,232) | (379,232) | |||||
Net income | 2,570,556 | 2,570,556 | |||||
Ending balance at Jun. 30, 2022 | (10,970,896) | 0 | (10,971,564) | $ 0 | $ 668 | ||
Ending balance , Shares at Jun. 30, 2022 | 0 | 6,675,000 | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (1,207,352) | (1,207,352) | |||||
Net income | 1,932,735 | 1,932,735 | $ 1,932,735 | $ 1,932,735 | |||
Ending balance at Sep. 30, 2022 | $ (10,245,513) | $ 0 | $ (10,246,181) | $ 0 | $ 668 | ||
Ending balance , Shares at Sep. 30, 2022 | 0 | 6,675,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income | $ (848,200) | $ 1,932,735 | $ 4,198,393 | $ 5,921,344 | $ 7,114,075 | $ 8,701,684 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||||||
Interest earned on marketable securities held in Trust Account | (1,207,352) | (4,102) | (8,413) | (1,608,376) | |||
Transaction costs incurred in connection with Initial Public Offering | 561,706 | 0 | |||||
Unreaized loss on fair value changes of warrants | (1,076,959) | (6,088,062) | (8,013,610) | (7,916,166) | |||
Changes in current assets and current liabilities: | |||||||
Prepaid expense | (273,007) | 122,352 | |||||
Other assets | (126,967) | 59,835 | |||||
Accrued expenses | 50,000 | 156,663 | |||||
Due to related party | 12,580 | 0 | |||||
Net cash used in operating activities | (683,637) | (484,008) | |||||
Cash Flows from Investing Activities: | |||||||
Purchase of investment held in Trust Account | (267,000,000) | 0 | |||||
Net cash used in investing activities | (267,000,000) | 0 | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from Initial Public Offering, net of underwriters' fees | 261,660,000 | 0 | |||||
Proceeds from promissory note – related party | 125,491 | 0 | |||||
Proceeds from issuance of Class B shares to initial shareholders | 25,000 | 0 | |||||
Proceeds from private placement | 7,340,000 | 0 | |||||
Repayment of Sponsor loan | (125,491) | 0 | |||||
Payments of offering costs | (403,496) | 0 | |||||
Net cash provided by financing activities | 268,621,504 | 0 | |||||
Net Change in Cash | 937,867 | (484,008) | |||||
Cash – Beginning | $ 0 | $ 904,957 | 0 | 904,957 | $ 0 | ||
Cash – Ending | $ 420,949 | $ 937,867 | 937,867 | 420,949 | $ 904,957 | ||
Supplemental Disclosure of Non-cash Financing Activities: | |||||||
Deferred underwriting commissions charged to additional paid in capital | 9,345,000 | 0 | |||||
Original value of Class A ordinary shares subject to possible redemption | 267,000,000 | 0 | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | 0 | 1,608,376 | |||||
Initial classification of warrant liability | 17,210,681 | 0 | |||||
Accrued offering costs | $ 100,000 | $ 0 |
Organization, Business Operatio
Organization, Business Operations, Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations, Liquidity and Going Concern | Note 1 — Organization, Business Operations, Liquidity and Going Concern Rocket Internet Growth Opportunities Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 27, 2021 (“Inception”). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2022, the Company had not commenced any operations. All activity from inception through September 30, 2022 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income non-operating The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 25,000,000 units (the “Units”). On March 26, 2021, the underwriter partially exercised its over-allotment option and purchased an additional 1,700,000 Units, which purchase settled on March 30, 2021, at $10.00 per Unit, generating aggregate gross proceeds of $267,000,000, which is discussed in Note 4. Each Unit consists of one Class A ordinary share and one-fourth of Simultaneously with the closing of the IPO, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Rocket Internet Growth Opportunities Sponsor GmbH, a German limited liability company (the “Sponsor”), generating gross proceeds of $7,000,000, which is discussed in Note 5. On March 30, 2021, the Sponsor purchased an additional 226,666 Private Placement Warrants generating gross proceeds of $340,000, which was used to pay the underwriting discount of 2% of the over-allotment gross proceeds. Transaction costs of the IPO (including the partial exercise of the underwriter’s over-allotment option) amounted to $15,188,496 consisting of $5,340,000 of underwriting discount, $9,345,000 of deferred underwriting discount, and $503,496 of other offering costs. Of the total transaction costs $561,706 was reclassified to expense as non-operating Following consummation of the IPO on March 25, 2021 and the settlement of the partial exercise of the over-allotment on March 30, 2021, an aggregate of $267,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under pre-initial The Company will provide holders of its Class A ordinary shares (the “public shareholders”) sold in the IPO (the “public shares”), with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares at a per-share price, payable share. The per-share amount to If the Company does not complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic Liquidity and Going Concern Consideration As of September 30, 2022, the Company had $420,949 in its operating bank account and working capital of $31,363. All remaining cash was held in the trust account and is generally unavailable for our use, prior to an initial business combination. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions), to complete our initial business combination. We have determined that we may need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination, including costs of identifying a target business, undertaking in-depth As a result, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. The Company is within 12 months of its mandatory liquidation as of the time of filing this10-Q. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, 10-Q. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Qand S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Investments Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC815-15. re-assessed The Company accounts for its 11,568,333 ordinary share warrants issued in connection with its Initial Public Offering (6,675,000) and Private Placement (4,893,333) as derivative warrant liabilities in accordance with ASC815-40. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs as non-operating expenses Ordinary Shares Subject to Possible Redemption All of the 26,700,000 Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of September 30, 2022 and December 31, 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 267,000,000 Less: Proceeds allocated to Public Warrants (9,874,575 ) Class A ordinary shares issuance costs (14,626,790 ) Plus: Remeasurement of carrying value to redemption value 24,501,365 Interest earned on investments held in Trust account 13,476 Class A ordinary shares subject to possible redemption, 12/31/2021 267,013,476 Interest earned on investments held in Trust account 1,608,376 Class A ordinary shares subject to possible redemption, 09/30/2022 $ 268,621,852 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. At September 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The Company’s statement of income applies the two-class The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per ordinary share is calculated as follows: Three Months Ended Three Months Ended Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Net income per share for Net income $ 1,932,735 $ 1,932,735 $ 5,921,345 $ 5,921,345 $ 8,701,684 $ 8,701,684 $ 7,114,076 $ 7,114,076 Less: Allocation 386,547 1,546,188 1,184,269 4,737,076 1,740,337 6,961,347 1,700,813 5,413,263 Adjusted net income 1,546,188 386,547 4,737,076 1,184,269 6,961,347 1,740,337 5,413,263 1,700,813 Weighted 26,700,000 6,675,000 26,700,000 6,675,000 26,700,000 6,675,000 20,497,166 6,440,081 Basic and diluted net income per share, Class A ordinary shares $ 0.06 $ 0.06 $ 0.18 $ 0.18 $ 0.26 $ 0.26 $ 0.26 $ 0.26 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Recent Accounting Pronouncements In August 2020, the FASB issued ASU2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units On March 25, 2021, the Company sold 25,000,000 Units, and on March 26, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,700,000 Units, which purchase settled on March 30, 2021, at $10.00 per Unit, generating aggregate gross proceeds of $267,000,000. Each Unit consists of one Class A ordinary share and one-fourth Public Warrants Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of one year from the closing of the Proposed Public Offering and 30 days after the completion of the initial Business Combination. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption from registration. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such warrant multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 redemption(the “30-day redemption • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by the redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period The “fair market value” of the Company’s Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading day period |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,000,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust. On March 30, 2021, the Sponsor purchased an additional 226,666 Private Placement Warrants generating gross proceeds of $340,000, which was used to pay the underwriting discount of 2% of the IPO over-allotment gross proceeds. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to: (i) waive their redemption rights with respect to their founder shares (described in Note 5) and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 1, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “founder shares”). Up to 937,500 founder shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised. On March 26, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,700,000 Units, which purchase settled on March 30, 2021, which resulted in 425,000 Class B ordinary shares no longer being subject to forfeiture. On May 6, 2021, the Sponsor forfeited 512,500 founder shares for no consideration as a result of the underwriter not exercising the remainder of the over-allotment option. The initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, within any 30-trading day period Administrative Support Agreement Commencing on the date its securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000 in fees for these services. For the three months ended September 30, 2021 and for the period from January 27, 2021 (Inception) through September 30, 2021, the Company has recorded an aggregate of $30,000 and $62,580 in service fee expense with a balance owed to the Sponsor of $12,580, at September 30, 2021. Promissory Note — Related Party On February 1, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Through September 30, 2022, the Company made no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option Upon consummation of the IPO on March 25, 2021 and settlement of the purchased over-allotment on Ma r The underwriter is entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and purchased over-allotment, or $9,345,000 in the aggregate. The deferred fee will be payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of Class B ordinary shares will have the right to vote on the appointment or removal of directors prior to the completion of the initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of the initial Business Combination. On any other matters submitted to a vote of the shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote, except that in a vote to continue the Company in a jurisdiction outside the Cayman Islands, holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as The founder shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis subject for share sub-divisions, share capitalizations, less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Significant Significant Assets: Investments held in Trust Account $ 268,621,852 $ 268,621,852 $ — $ — Liabilities: Public Warrants Liability $ 533,333 $ 533,333 $ — $ — Private Placement Warrants Liability 398,543 — — 398,543 $ 931,876 $ 533,333 $ — $ 398,543 The following table presents information about the Company’s asset and liabilities that were measured at fair value on December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Assets: Investments held in Trust Account $ 267,013,476 $ 267,013,476 $ — $ — Liabilities: Public Warrants Liability $ 5,073,000 $ 5,073,000 $ — $ — Private Placement Warrants Liability 3,775,042 — — 3,775,042 $ 8,848,042 $ 5,073,000 $ — $ 3,775,042 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and The Company established the initial fair value of the Public Warrants and Private Warrants on March 25, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of September 30, 2022, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public Warrants have traded on the New York Stock Exchange since May 31, 2021, under the trading symbol RKTAW. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of September 30, 2022 due to the use of unobservable inputs. During the three months ended September 30, 2022, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants. The following table presents the changes in Level 3 liabilities for the period ended September 30, 2022: Fair Value at December 31, 2021 $ 3,775,042 Change in fair value of private warrants (1,896,014 ) Fair Value at March 31, 2022 1,879,028 Change in fair value of private warrants (1,026,971 ) Fair Value at June 30, 2022 $ 852,057 Change in fair value of private warrants (453,514 ) Fair Value at September 30, 2022 $ 398,543 Inherent in a Monte Carlo simulation zero-coupon The key inputs into the Monte Carlo simulation as of September 30, 2022 and December 31, 2021 were as follows: Inputs September 30, December 31, Risk-free interest rate 4.04 % 1.35 % Expected term remaining (years) 5.50 5.95 Expected volatility 8.6 % 13.10 % Share price $ 9.91 $ 9.80 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Qand S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC815-15. re-assessed The Company accounts for its 11,568,333 ordinary share warrants issued in connection with its Initial Public Offering (6,675,000) and Private Placement (4,893,333) as derivative warrant liabilities in accordance with ASC815-40. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs as non-operating expenses |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 26,700,000 Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of September 30, 2022 and December 31, 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 267,000,000 Less: Proceeds allocated to Public Warrants (9,874,575 ) Class A ordinary shares issuance costs (14,626,790 ) Plus: Remeasurement of carrying value to redemption value 24,501,365 Interest earned on investments held in Trust account 13,476 Class A ordinary shares subject to possible redemption, 12/31/2021 267,013,476 Interest earned on investments held in Trust account 1,608,376 Class A ordinary shares subject to possible redemption, 09/30/2022 $ 268,621,852 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. At September 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The Company’s statement of income applies the two-class The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per ordinary share is calculated as follows: Three Months Ended Three Months Ended Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Net income per share for Net income $ 1,932,735 $ 1,932,735 $ 5,921,345 $ 5,921,345 $ 8,701,684 $ 8,701,684 $ 7,114,076 $ 7,114,076 Less: Allocation 386,547 1,546,188 1,184,269 4,737,076 1,740,337 6,961,347 1,700,813 5,413,263 Adjusted net income 1,546,188 386,547 4,737,076 1,184,269 6,961,347 1,740,337 5,413,263 1,700,813 Weighted 26,700,000 6,675,000 26,700,000 6,675,000 26,700,000 6,675,000 20,497,166 6,440,081 Basic and diluted net income per share, Class A ordinary shares $ 0.06 $ 0.06 $ 0.18 $ 0.18 $ 0.26 $ 0.26 $ 0.26 $ 0.26 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and and non-financial assets are re-measured and The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic And Diluted Loss Per Ordinary Share | Three Months Ended Three Months Ended Nine Months Ended For the Class A Class B Class A Class B Class A Class B Class A Class B Net income per share for Net income $ 1,932,735 $ 1,932,735 $ 5,921,345 $ 5,921,345 $ 8,701,684 $ 8,701,684 $ 7,114,076 $ 7,114,076 Less: Allocation 386,547 1,546,188 1,184,269 4,737,076 1,740,337 6,961,347 1,700,813 5,413,263 Adjusted net income 1,546,188 386,547 4,737,076 1,184,269 6,961,347 1,740,337 5,413,263 1,700,813 Weighted 26,700,000 6,675,000 26,700,000 6,675,000 26,700,000 6,675,000 20,497,166 6,440,081 Basic and diluted net income per share, Class A ordinary shares $ 0.06 $ 0.06 $ 0.18 $ 0.18 $ 0.26 $ 0.26 $ 0.26 $ 0.26 |
Summary of Class A Ordinary Shares Reflected On the Balance Sheet | As of September 30, 2022 and December 31, 2021, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 267,000,000 Less: Proceeds allocated to Public Warrants (9,874,575 ) Class A ordinary shares issuance costs (14,626,790 ) Plus: Remeasurement of carrying value to redemption value 24,501,365 Interest earned on investments held in Trust account 13,476 Class A ordinary shares subject to possible redemption, 12/31/2021 267,013,476 Interest earned on investments held in Trust account 1,608,376 Class A ordinary shares subject to possible redemption, 09/30/2022 $ 268,621,852 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Significant Significant Assets: Investments held in Trust Account $ 268,621,852 $ 268,621,852 $ — $ — Liabilities: Public Warrants Liability $ 533,333 $ 533,333 $ — $ — Private Placement Warrants Liability 398,543 — — 398,543 $ 931,876 $ 533,333 $ — $ 398,543 The following table presents information about the Company’s asset and liabilities that were measured at fair value on December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Assets: Investments held in Trust Account $ 267,013,476 $ 267,013,476 $ — $ — Liabilities: Public Warrants Liability $ 5,073,000 $ 5,073,000 $ — $ — Private Placement Warrants Liability 3,775,042 — — 3,775,042 $ 8,848,042 $ 5,073,000 $ — $ 3,775,042 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table presents the changes in Level 3 liabilities for the period ended September 30, 2022: Fair Value at December 31, 2021 $ 3,775,042 Change in fair value of private warrants (1,896,014 ) Fair Value at March 31, 2022 1,879,028 Change in fair value of private warrants (1,026,971 ) Fair Value at June 30, 2022 $ 852,057 Change in fair value of private warrants (453,514 ) Fair Value at September 30, 2022 $ 398,543 |
Fair Value Measurements, Recurring and Nonrecurring | The key inputs into the Monte Carlo simulation as of September 30, 2022 and December 31, 2021 were as follows: Inputs September 30, December 31, Risk-free interest rate 4.04 % 1.35 % Expected term remaining (years) 5.50 5.95 Expected volatility 8.6 % 13.10 % Share price $ 9.91 $ 9.80 |
Organization, Business Operat_2
Organization, Business Operations, Liquidity and Going Concern - Additional Information (Details) - USD ($) | 8 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Proceeds from issuance of common stock | $ 25,000 | $ 0 | ||||||
Class of warrants or rights number of warrants issued during the period | 226,666 | |||||||
Class of warrants or rights exercise price per unit of warrant | $ 18 | $ 18 | ||||||
Transaction costs | $ 15,188,496 | $ 403,496 | $ 0 | |||||
Underwriting expenses | 5,340,000 | |||||||
Deferred underwriting discount | $ 9,345,000 | |||||||
other offering costs | $ 503,496 | |||||||
Price per share | $ 10 | $ 10 | ||||||
Estimated expenses payable on liquidation | $ 100,000 | $ 100,000 | ||||||
Temporary equity redemption price per share | $ 10 | $ 10 | ||||||
Per share amount to be maintained in the trust account for redemption of public shares | $ 10 | $ 10 | ||||||
non-operating expense | 561,706 | |||||||
Cash | $ 420,949 | $ 420,949 | ||||||
Working capital surplus | $ 31,363 | $ 31,363 | ||||||
Esttimated liquidation date | Mar. 25, 2023 | |||||||
Asset Held in Trust [Member] | ||||||||
Proceeds from issuance of common stock | $ 267,000,000 | |||||||
Sale of stock issue price per share | $ 10 | |||||||
Term of restricted investments | 185 days | |||||||
Percentage of public shareholding due to be redeemed in case of non occurrence of business combination | 100% | |||||||
Common Class A [Member] | ||||||||
Temporary equity redemption price per share | $ 10 | $ 10 | $ 10 | |||||
IPO [Member] | ||||||||
Stock issued during period shares issues | 25,000,000 | |||||||
IPO [Member] | Asset Held in Trust [Member] | ||||||||
Percentage of public shareholding due to be redeemed in case of non occurrence of business combination | 100% | |||||||
Over-Allotment Option [Member] | ||||||||
Stock issued, options exercised | 1,700,000 | |||||||
Proceeds from issuance of common stock | $ 267,000,000 | |||||||
Sale of stock issue price per share | $ 10 | |||||||
Public Warrants [Member] | ||||||||
Conversion basis, common stock | one-fourth | one-fourth | ||||||
Public Warrants [Member] | Common Class A [Member] | ||||||||
Sale of stock issue price per share | $ 11.5 | $ 11.5 | ||||||
Private Placement [Member] | ||||||||
Class of warrants or rights number of warrants issued during the period | 4,666,667 | 226,666 | 4,666,667 | |||||
Class of warrants or rights exercise price per unit of warrant | $ 1.5 | $ 1.5 | ||||||
Proceeds from issue of warrants | $ 7,000,000 | $ 340,000 | $ 7,000,000 | |||||
Underwriting Expense Ratio | 2% |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Class A Ordinary Shares Reflected On the Balance Sheet (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Gross proceeds | $ 261,660,000 | $ 0 | |||
Interest earned on investments held in Trust account | $ 1,207,352 | $ 4,102 | $ 8,413 | 1,608,376 | |
Class A ordinary shares subject to possible redemption | 268,621,852 | 268,621,852 | $ 267,013,476 | ||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | 267,000,000 | ||||
Proceeds allocated to Public Warrants | (9,874,575) | ||||
Class A ordinary shares issuance costs | (14,626,790) | ||||
Remeasurement of carrying value to redemption value | 24,501,365 | ||||
Interest earned on investments held in Trust account | 1,608,376 | 13,476 | |||
Class A ordinary shares subject to possible redemption | $ 268,621,852 | $ 268,621,852 | $ 267,013,476 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Basic And Diluted Loss Per Ordinary Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Net income | $ (848,200) | $ 1,932,735 | $ 2,570,556 | $ 4,198,393 | $ 5,921,344 | $ 2,040,931 | $ 7,114,075 | $ 8,701,684 |
Common Class A [Member] | ||||||||
Net income | 1,932,735 | 5,921,345 | 7,114,076 | 8,701,684 | ||||
Less: Allocation of income | 386,547 | 1,184,269 | 1,700,813 | 1,740,337 | ||||
Adjusted net income | $ 1,546,188 | $ 4,737,076 | $ 5,413,263 | $ 6,961,347 | ||||
Weighted average shares outstanding - Basic | 26,700,000 | 26,700,000 | 20,497,166 | 26,700,000 | ||||
Weighted average shares outstanding - Diluted | 26,700,000 | 26,700,000 | 20,497,166 | 26,700,000 | ||||
Basic net income per share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 | ||||
Diluted net income per share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 | ||||
Common Class B [Member] | ||||||||
Net income | $ 1,932,735 | $ 5,921,345 | $ 7,114,076 | $ 8,701,684 | ||||
Less: Allocation of income | 1,546,188 | 4,737,076 | 5,413,263 | 6,961,347 | ||||
Adjusted net income | $ 386,547 | $ 1,184,269 | $ 1,700,813 | $ 1,740,337 | ||||
Weighted average shares outstanding - Basic | 6,675,000 | 6,675,000 | 6,440,081 | 6,675,000 | ||||
Weighted average shares outstanding - Diluted | 6,675,000 | 6,675,000 | 6,440,081 | 6,675,000 | ||||
Basic net income per share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 | ||||
Diluted net income per share | $ 0.06 | $ 0.18 | $ 0.26 | $ 0.26 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash insured | $ 250,000 | |
Stock Issued During Period, Shares, Conversion of Units | 11,568,333 | |
Offering costs associated with warrant liability | $ 561,706 | |
Cash equivalents at carrying value | 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, accrued interest and penalties | 0 | $ 0 |
Estimated expenses payable on liquidation | $ 100,000 | |
IPO [Member] | ||
Stock Issued During Period, Shares, Conversion of Units | (6,675,000) | |
Private Placement [Member] | ||
Stock Issued During Period, Shares, Conversion of Units | (4,893,333) | |
Common Class A [Member] | ||
Shares subject to possible redemption | 26,700,000 | 26,700,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | 8 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 Day $ / shares | Mar. 30, 2021 USD ($) $ / shares | Mar. 26, 2021 shares | Mar. 25, 2021 shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Proceeds from issuance of common stock | $ | $ 25,000 | $ 0 | ||||||
Temporary equity redemption price per share | $ 10 | $ 10 | ||||||
Class of warrants or rights exercise price per unit of warrant | 18 | 18 | ||||||
Share Equals or Exceeds 18.00 [Member] | ||||||||
Shares issued, price per share | $ 0.01 | 0.01 | ||||||
Debt instrument, convertible, threshold trading days | Day | 30 | |||||||
Share Equals or Exceeds $10.00 [Member] | ||||||||
Shares issued, price per share | $ 0.1 | 0.1 | ||||||
Debt instrument, convertible, threshold trading days | Day | 30 | |||||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Share Equals or Exceeds 18.00 [Member] | ||||||||
Temporary equity redemption price per share | $ 18 | |||||||
Debt instrument, convertible, threshold trading days | Day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | Day | 30 | |||||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Share Equals or Exceeds $10.00 [Member] | ||||||||
Temporary equity redemption price per share | $ 10 | |||||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Share Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||||||||
Class of warrants or rights exercise price per unit of warrant | $ 20 | 20 | ||||||
Debt instrument, convertible, threshold trading days | Day | 30 | |||||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Share Equals or Exceeds $10.00 [Member] | Maximum [Member] | Business Combination [Member] | ||||||||
Business acquisition, share price | $ 18 | 18 | ||||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Share Equals or Exceeds $10.00 [Member] | Minimum [Member] | ||||||||
Class of warrants or rights exercise price per unit of warrant | $ 10 | $ 10 | ||||||
Debt instrument, convertible, threshold trading days | Day | 20 | |||||||
Debt instrument, convertible, threshold consecutive trading days | Day | 30 | |||||||
IPO [Member] | ||||||||
Stock issued during period shares issues | shares | 25,000,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Stock issued, options exercised | shares | 1,700,000 | |||||||
Proceeds from issuance of common stock | $ | $ 267,000,000 | |||||||
Sale of stock issue price per share | $ 10 | |||||||
Public Warrants [Member] | ||||||||
Conversion basis, common stock | one-fourth | one-fourth | ||||||
Common Class A [Member] | ||||||||
Number of days needed after the consummation of business combination | 10 days | |||||||
Temporary equity redemption price per share | $ 10 | $ 10 | $ 10 | |||||
Business Acquisition, Percentage of consideration is more than Equity and interest | 60% | |||||||
Business acquisition , Percentage of exercise price per warrant | 115% | |||||||
Common Class A [Member] | Business Combination [Member] | ||||||||
Business acquisition, share price | 9.2 | $ 9.2 | ||||||
Common Class A [Member] | Maximum [Member] | ||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 18 | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 180% | |||||||
Common Class A [Member] | Minimum [Member] | ||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 10 | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 100% | |||||||
Common Class A [Member] | Share Equals or Exceeds 18.00 [Member] | ||||||||
Temporary equity redemption price per share | 18 | $ 18 | ||||||
Common Class A [Member] | Share Equals or Exceeds $10.00 [Member] | ||||||||
Volume-weighted average price of the Class A ordinary shares, exercised | 0.361 | $ 0.361 | ||||||
Number of trading days | 10 days | |||||||
Temporary equity redemption price per share | 10 | $ 10 | ||||||
Common Class A [Member] | Public Warrants [Member] | ||||||||
Sale of stock issue price per share | 11.5 | $ 11.5 | ||||||
Number of days needed after the consummation of business combination | 30 days | |||||||
Volume-weighted average price of the Class A ordinary shares, exercised | $ 0.361 | $ 0.361 | ||||||
Number of trading days | 10 days |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 30, 2021 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||
Class of warrants or rights number of warrants issued during the period | 226,666 | ||
Class of warrants or rights exercise price per unit of warrant | $ 18 | ||
Asset Held In Trust [Member] | |||
Class of Stock [Line Items] | |||
Percentage of public shareholding due to be redeemed in case of non occurrence of business combination | 100% | ||
Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights number of warrants issued during the period | 226,666 | 4,666,667 | |
Class of warrants or rights exercise price per unit of warrant | $ 1.5 | ||
Proceeds from issue of warrants | $ 7,000,000 | $ 340,000 | $ 7,000,000 |
Underwriting Expense Ratio | 2% | ||
IPO [Member] | Asset Held In Trust [Member] | |||
Class of Stock [Line Items] | |||
Percentage of public shareholding due to be redeemed in case of non occurrence of business combination | 100% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||||||
May 06, 2021 | Mar. 31, 2021 | Mar. 26, 2021 | Mar. 25, 2021 | Feb. 01, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services value | $ 25,000 | $ 0 | ||||||||||
Accounts Payable and Accrued Liabilities [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Expenses from Transactions with Related Party | $ 12,580 | |||||||||||
Working Capital Loan [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument Convertible Into Warrants | $ 2,000,000 | $ 2,000,000 | ||||||||||
Debt Instrument Conversion Price | $ 1.5 | $ 1.5 | ||||||||||
Due to Related Parties Current | $ 0 | $ 0 | ||||||||||
Over-Allotment Option [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued, options exercised | 1,700,000 | |||||||||||
Sponsor [Member] | Office Space Utilities Secretarial And Administrative Support Services [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | 10,000 | |||||||||||
Expenses from Transactions with Related Party | $ 30,000 | $ 62,580 | $ 90,000 | |||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument Face Amount | $ 300,000 | |||||||||||
Debt Instrument Interest Rate | 0% | |||||||||||
Debt Instrument Repayment Terms | This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO | |||||||||||
Proceeds from (Repayments of) Related Party Debt | $ 125,491 | |||||||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share transfer, trigger price price per share | $ 12 | $ 12 | ||||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||||
Number of trading days for determining share price | 30 days | |||||||||||
Threshold Number Of Trading Days For Determining Share PriceFrom Date Of Business Combination | 150 days | |||||||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common Stock Not Subject To Forfeiture | 425,000 | |||||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Temporary equity shares outstanding | 937,500 | |||||||||||
Stock Forfeited During Period, Shares | 512,500 | |||||||||||
Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||||
Shares Issued, Price Per Share | $ 0.003 | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 7,187,500 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 30, 2021 | Mar. 26, 2021 | Mar. 22, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Line Items] | |||||
Overallotment Option Vesting Period | 45 days | ||||
Cash Underwriting Fee Percentage | 2% | ||||
Payments for Underwriting Expense | $ 5,340,000 | ||||
Deferred Underwriting Discount Percentage | 3.50% | ||||
Deferred underwriting fee | $ 9,345,000 | $ 9,345,000 | |||
Over-Allotment Option [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Stock issued, options exercised | 1,700,000 | ||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||
Commitments And Contingencies Disclosure [Line Items] | |||||
Stock issued during period shares issues | 3,750,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Minimum Percentage Of Common Stock To Be Held After Conversion Of Shares | 20% | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 26,700,000 | 26,700,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 6,675,000 | 6,675,000 |
Common stock shares outstanding | 6,675,000 | 6,675,000 |
Common Stock Voting Rights | one |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value, Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 931,876 | $ 8,848,042 |
Public Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 533,333 | 5,073,000 |
Private Placement Warrants Liability | 533,333 | 5,073,000 |
Private Placement Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 398,543 | 3,775,042 |
Private Placement Warrants Liability | 398,543 | 3,775,042 |
Cash and InvestmentsHeld in Trust Account [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account | 268,621,852 | 267,013,476 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 533,333 | 5,073,000 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 533,333 | 5,073,000 |
Private Placement Warrants Liability | 533,333 | 5,073,000 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 0 | 0 |
Private Placement Warrants Liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Cash and InvestmentsHeld in Trust Account [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account | 268,621,852 | 267,013,476 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 0 | 0 |
Private Placement Warrants Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 0 | 0 |
Private Placement Warrants Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Cash and InvestmentsHeld in Trust Account [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 398,543 | 3,775,042 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 0 | 0 |
Private Placement Warrants Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Public Warrants Liability | 398,543 | 3,775,042 |
Private Placement Warrants Liability | 398,543 | 3,775,042 |
Fair Value, Inputs, Level 3 [Member] | Cash and InvestmentsHeld in Trust Account [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Investments held in Trust Account | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) | 3 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of private warrants | $ (453,514) | $ (1,026,971) | $ (1,896,014) | |
Fair Value at December 31, 2021 | 398,543 | 852,057 | 1,879,028 | $ 3,775,042 |
Fair Value at March 31, 2022 | 398,543 | 852,057 | 1,879,028 | 3,775,042 |
Fair Value at June 30, 2022 | 398,543 | 852,057 | 1,879,028 | 3,775,042 |
Fair Value at September 30, 2022 | $ 398,543 | $ 852,057 | $ 1,879,028 | $ 3,775,042 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Sep. 30, 2022 shares yr | Dec. 31, 2021 shares yr |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.04 | 1.35 |
Expected term remaining (years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 5.5 | 5.95 |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 8.6 | 13.1 |
Share price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | shares | 9.91 | 9.8 |